To, The Members Hazoor Multi Projects Limited

Your Directors take pleasure in submitting the 31^st Annual Report of the Business and operations of your Company and the Audited Financial Statements for the financial year ended 31^st March, 2023.

1. FINANCIAL RESULTS & PERFORMANCE

(Rs. in Lakhs)

* Figures regrouped wherever necessary.

The Company discloses financial results on quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Company's website www.hazoormultiproject.com.

2. STATE OF COMPANY'S AFFAIR

During the year, Your Company recorded total revenue of 77580.71 Lacs during the current financial year as compared to total revenue of 11263.99 Lacs in financial year 2021-22 and Profit before Tax for the year 2022-23 stood at 6124.12 Lacs as compared to profit before tax of 348.93 Lacs in financial year 2021-22. Profit after Tax for the current year stood at 4557.97 Lacs as compared to profit after Tax of 248.25 Lacs in financial year 2021-22. A detailed analysis on the Company's performance is included in the "Management's Discussion and Analysis" Report, which forms part of this Report.

3. ROAD AHEAD

Our vision is to expand the existing base and widen scope of work. Our priorities are as follows: Raising the more customer base Provide the best services and retain the existing client base

4. DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company require funds for its business expansion. Your Directors are unable to recommend any dividend for the year ended 31^stMarch, 2023. However, the Board of Director in the meeting held on 09.08.2023 had recommended an interim dividend on Rs. 3/- per share proportionate to the paid up value of the Equity Share. The Company has adopted Dividend Distribution policy is available on the website of the company at https://www.hazoormultiproject.com/investors/policies.html

5. UNCLAIMED DIVIDEND

There is no balance lying in unpaid equity dividend account.

6. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

7. SHARE CAPITAL

During the year, the company has Increased the Authorised Share capital from existing Rs. 70,00,00,000 (Rupees Seventy Crores only) divided into 1,70,00,000 (One Crore Seventy Lacs) Equity Shares of Rs. 10/- each and 30,00,000 (Thirty Lacs) Unclassified Shares of Rs 10/- each and Rs. 50,00,00,000 (Rupees Fifty crores) Preference Share Capital divided into 500 (Five Hundred) Preference Shares of Rs. 10,00,000 each to Rs. 80,50,00,000 (Rupees Eighty Crores Fifty lakhs), comprising:

(i) Rs. 30,50,00,000 (Rupees Thirty crores Fifty Lakhs) equity share capital divided into 3,05,00,000 (Three Crores Five Lacs) Equity Shares of Rs. 10/- each; and

(ii) Rs. 50,00,00,000 (Rupees Fifty crore) Preference Share Capital divided into 500 (Five Hundred) Preference Shares of Rs. 10,00,000 each;

As at March 31, 2023, the Company has issued 50, 75,000 partly paid up Equity Shares by way of Right Issue out of which Rs. 2.5/- per Equity shares has been paid-up. The Issued, Subscribed and paid up Capital are as under:

* The company had made a call on the 50, 75,000 partly paid-up Equity shares and the call money period was open from 15 June, 2023 to 28 June, 2023. In the Right Issue Committee meeting held on 10 July, 2023, the company has converted 48, 11,089 Party Paid-Up Equity shares into Fully Paid-Up Equity Shares. 2, 63,911 Equity shares are still partly paid-up in the company.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been no change in the business of the company or in the nature of Business carried by the company during the financial year under review.

9. PUBLIC DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

10. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in nature.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Pawankumar Nathmal Mallawat (DIN: 01538111), Executive Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Company's policy on directors' appointment and remuneration is available on the website of the company at https://www.hazoormultiproject.com/investors.html

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The following are the List of Directors and KMP of the Company:

13. ANNUAL RETURN

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued. The Annual Return for FY 2022-23 is available on Company's website at https://www.hazoormultiproject.com/investors.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES

With reference to Section 134(3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at arm's length basis. Details of the related party transactions made during the year are attached as Annexure-1 in form AOC-2 for your kind perusal and information.

15. POLICY ON RELATED PARTY TRANSACTIONS

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company.

The Policy on Related Party Transactions is uploaded on the website of the company. The web link is https://www.hazoormultiproject.com/investors

16. CORPORATE GOVERNANCE

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - 2.

EARNINGS AND OUTGO

Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo as required under Section 134(3) (m) of the Companies Act, 2013, read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as per Annexure -3.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of director's report is given in Annexure - 4.

19. AUDITORS STATUTORY AUDITORS:

M/s VMRS & Co., Chartered Accountant are Statutory Auditors of the Company, who were appointed in 27th Annual General Meeting on 27.09.2019 to hold the office until the conclusion of the 32nd Annual General Meeting.

INTERNAL AUDITOR:

Mr. Bhavesh Ramesh Pandya was appointed as Internal Auditor for the term of five years from 2021-22 to 2025-26. Internal Auditors are appointed by the Board of Directors of the Company, based on the recommendation of the Audit Committee. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. Mr. Bhavesh Ramesh Pandya has resigned from the post of Internal Auditor w.e.f. 30^th May, 2023.

The Board has appointed M/s. KPJ & Associates, Chartered Accountants, Mumbai as an Internal Auditor for 5 Years from financial year 2023-24 to 2027-28 in the Board meeting held on 09^th August, 2023 after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company

SECRETERIAL AUDITOR:

Your board has appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as secretarial Auditor of the company for the financial year 2022-23.The secretarial report for the financial year 2022-23 is attached as Annexure-5.

Secretarial auditors' observation(s) in secretarial audit report and directors' explanation thereto

1. The Company has filed the revised Investor Complaints for the quarter ended 31st December, 2022 within the time prescribed.

The Management has confirmed that it was a typographical error.

2. The Company has filed the revised XBRL of the Financial Results for the quarter ended 31st December, 2022 on 29.11.2022.

The Management confirmed that the technical issues arise at the time of filing, so wrong figure were seen on BSE.

3. During the year 2022-23, the Cost Audit was applicable on the Company pursuant to which the Company has not appointed the Cost Auditor within 180 Days.

The Management informed that the Company had comply with the same and has appointed Cost Auditor in the Board Meeting held on 30.05.2023 and the same is complied.

4. Following forms are filed after the due date:

The Management informed that the form could not be filled within due date due to certain connectivity issues.

20. COMMENTS ON AUDITOR'S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

21. NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Annexure-2 in the Corporate Governance Report.

22. COMPOSITION OF BOARD AND ITS COMMITTEE

The detail of the composition of the Board and its committees thereof and detail of the changes in their composition, if any, is given in Annexure 2 in the Corporate Governance Report. The composition of the Board and its committee is also available on the website of the company at www.hazoormultiproject.com

23. LOANS, GUARANTEES AND INVESTMENT

The company has not given any loans or guarantees or made investments under section 186 (4) of Companies Act, 2013.

24. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

All the independent directors have cleared Online Self-Assessment Test with the Indian Institute of Corporate Affairs at Manesar.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directorsmetseparatelyon17^th March, 2023 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

25. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https://www.hazoormultiproject.com/investors.

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departments;

B. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs if the Company at the end of the financial year and of the profit of the Company for that period;

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

F. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. ANNUAL EVALUATION

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 17th March, 2023.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

28. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The companies act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board' report. The detailed report forms part of Independent Auditors Report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the year 2022-23.

The applicability of CSR committee arises for the financial year 2023-24, so the company has constituted a CSR committee and policy for proper compliance of the Corporate Social Responsibility.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pertaining to remuneration as required under section 197(12) of the companies act 2013 read with rules 5 of the companies (appointment and remuneration of managerial personnel) Rules, 2014 are annexed in Annexure 6 to this report and form part of this Report.

32. STATEMENT ON RISK MANAGEMENT

During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3) (n) of Companies Act, 2013; has been annexed in Annexure-7.

33. CEO/ CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2022-23. The certificate received from CFO is attached herewith as per Annexure 8.

34. LISTING AT STOCK EXCHANGE

The Annual Listing Fee for the current year has been paid to the BSE Limited.

35. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of your Company have occurred between the end Of the financial year of the Company to which financial statements relates and the date of this report.

36. CODE OF CONDUCT

Being a listed Company provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Managing Director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure 9.

Code of Conduct form Board of Directors and Senior Management Personnel is available on below link: https://www.hazoormultiproject.com/investors.html.

37. CORPORATE GOVERNANCE

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. At Hazoor, Company's core business objective is to achieve growth with transparency, accountability and with independency. Company has adopted various corporate governance standard and doing business in ethical way by which Company has enhance stakeholders trust, shareholders wealth creation by improving shares valuation, market capitalization, etc.

A certificate received from M/s VMRS & Co., Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure 10.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Our company goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities.

Internal Complaints Committee (ICC): The Company has instituted an Internal Complaints Committee (ICC) for redressal and timely management of sexual harassment complaints. The Committee is chaired by Company Secretary of the Company. The Committee also has an external senior representative member who is a subject matter expert. The Board is periodically updated on matters arising out of the policy/ framework, as well as on certain incidents, if any.

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all. The Company's policy is inclusive irrespective of gender or sexual orientation of an individual. It also includes situations around work from home scenarios. To create awareness on this sensitive and important topic, training/awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.

The Company did not receive any complaints on sexual harassment during the year 2022-23 and hence no complaints remain pending as of 31st March, 2023.

39. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

40. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at https://www.hazoormultiproject.com/investors.html

41. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

42. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

43. MAINTENANCE OF COST RECORDS

The Company has maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s. N. Ritesh N. & Associates, Cost Accountants, Mumbai (Firm Registration No. 100675) have carried out the cost audit for the cost records maintained for the FY 2022-23.

The Board, on the recommendation of the Audit Committee, has appointed M/s. N. Ritesh N. & Associates, as Cost Auditors of the Company for conducting the audit of cost records maintained for the FY 2023-24 under Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The remuneration proposed to be paid to the Cost Auditor is subject to ratification by the Members of the Company at the Ensuring 31st Annual General Meeting.

44. OPINION OF BOARD

During the year No Independent Director was appointed in the company. The Board of directors consists of independent Director having integrity, relevant expertise and experience.

45. STATUTORY INFORMATION

The Company is basically engaged in the business of infrastructure and is a Real estate Company. Apart from this business, the company is not engaged in any other business/activities.

46. APPRECIATION

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to all stakeholders of the company viz. Shareholders, banks and other business partners for their valuable support and look forward to their continued co-operation in the years to come. The Directors place on record their sincere appreciation to all employees of the company for their support and contribution to the company.

47. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.